Capitalization of the Corporation. The authorized capital stock of Oban consists entirely of 100,000,000 shares of Common Stock having a par value of $00001 per share, and no shares of Preferred Stock. As of August 31, 2003, there were a total of 21,000,000 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. As of the Closing Date, after giving effect to the surrender for cancellation by Achron of 14.5 million shares as provided for in Section 4.3 of this Agreement and to the issuance of up to 400,000 shares of Common Stock pursuant to a proposed private placement, there will be no more than 6,900,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding. All outstanding shares of Oban's capital stock have been or will be in the case of the proposed private placement validly issued, are fully paid and non-assessable, and are not subject to pre-emptive rights. All issued and outstanding shares of Oban have been issued and transferred in compliance with all law, rules and regulations regarding the issuance, distribution and trading of shares and securities in each jurisdiction that Oban has issued and/or distributed its shares or any of its shareholders has traded its shares since inception. The issuance of the shares of Oban Common Stock to be issued to the Shareholders on the Closing Date in accordance with Sections 2.1 hereof have been duly approved by the Directors of Oban and will, upon their issuance, have been validly issued and will be fully paid and non-assessable, free of any liens, encumbrances and claims of any kind and nature except restrictions against transferability without compliance with applicable federal, state and provincial securities laws. Except as described in Oban's SEC Documents, there are no equity securities of Oban authorized, issued or outstanding, and there are no authorized, issued or outstanding subscriptions, options, warrants, contracts, calls, commitments or other purchase rights of any nature or character relating to any of Oban's capital stock, equity securities, debt or other securities convertible into stock or equity securities of Oban. As of the date of this Agreement, there are no outstanding contractual obligations of Oban to repurchase, redeem or otherwise acquire any shares of capital stock of Oban. There are no voting trusts, stockholder agreements or other voting arrangements to which the Corporation is a party or, to the Best Knowledge of Oban, to which any of the Oban...
Capitalization of the Corporation. The authorized capital stock of SKYLYNX consists entirely of 100,000,000 shares of Common Stock having a par value of $.0001 per share, and 25,000,000 shares of Preferred Stock having a par value of $.0001 per share. As of September 30, 2005, there were a total of __________________ shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. All outstanding shares of SKYLYNX's capital stock have been validly issued, are fully paid and non-assessable, and are not subject to pre-emptive rights. The issuance of the shares of SKYLYNX Series A Preferred and Series B Preferred to be issued to the DCI Shareholders on the Closing Date in accordance with Sections 5.1 and 5.5 hereof have been duly approved by the Directors of SKYLYNX and will, upon their issuance, have been validly issued and will be fully paid and non-assessable, free of any liens, encumbrances and claims of any kind and nature except restrictions against transferability without compliance with applicable federal and state securities laws. Except as described in SKYLYNX's SEC Documents, there are no equity securities of SKYLYNX authorized, issued or outstanding, and except as set forth in SKYLYNX's SEC Documents or on Exhibit 11.6 hereto, there are no authorized, issued or outstanding subscriptions, options, warrants, contracts, calls, commitments or other purchase rights of any nature or character relating to any of SKYLYNX's capital stock, equity securities, debt or other securities convertible into stock or equity securities of SKYLYNX. As of the date of this Agreement, there are no outstanding contractual obligations of SKYLYNX to repurchase, redeem or otherwise acquire any shares of capital stock of SKYLYNX. There are no voting trusts, stockholder agreements or other voting arrangements to which the Corporation is a party or, to the Best Knowledge of SKYLYNX, to which any of the SKYLYNX Common Stockholders is a party or bound.
Capitalization of the Corporation. As of the date hereof, the authorized share capital of the Corporation consists of an unlimited number of "Common Shares". As of the date hereof, 59,479,484 Common Shares (pre-Share Consolidation) are issued and outstanding. As of the date hereof, apart from 5,200,400 Options granted under the Corporation's stock option plan and 1,142,500 warrants, there are no options, puts, calls, conversion privileges, warrants or other rights, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by a member of the Caza Group of any shares of a member of the Caza Group or any securities or rights of any kind convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of a member of the Caza Group, nor are there any outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the share price, book value, income or other attribute of any member of the Caza Group, other than the $120,000 convertible promissory notes issued in August 2013. All outstanding Common Shares and all outstanding shares of each member of the Caza Group have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any preemptive rights.
Capitalization of the Corporation. The authorized capital stock of CET consists entirely of 20,000,000 shares of Common Stock, no par value, and 5,000,000 shares of Preferred Stock, no par value. As of the Closing Date, there will be no more than 5,626,989 shares of Common Stock and no shares of Preferred Stock issued and outstanding. All outstanding shares of CET's capital stock have been validly issued, are fully paid and non- assessable, and are not subject to pre-emptive rights. The issuance of the shares of CET Common Stock to be issued to the BMTS Shareholders on the Closing Date in accordance with Section 5.1 hereof have been duly approved by the Directors of CET and will, upon their issuance, have been validly issued and will be fully paid and non-assessable, free of any liens, encumbrances and claims of any kind and nature except restrictions against transferability without compliance with applicable federal and state securities laws. Except as described in CET's SEC Documents, there are no equity securities of CET authorized, issued or outstanding, and except as set forth in Section 11.6 of the Disclosure Schedule, there are no authorized, issued or outstanding subscriptions, options, warrants, contracts, calls, commitments or other purchase rights of any nature or character relating to any of CET's capital stock, equity securities, debt or other securities convertible into stock or equity securities of CET. As of the date of this Agreement, there are no outstanding contractual obligations of CET to repurchase, redeem or otherwise acquire any shares of capital stock of CET. There are no voting trusts, stockholder agreements or other voting arrangements to which the Corporation is a party or, to the Best Knowledge of CET, to which any of the CET Common Stockholders is a party or bound.
Capitalization of the Corporation. The authorized capital stock of the Corporation consists of 9,000 shares of common stock, of which 6,750 shares are issued and outstanding, fully paid and non-assessable. Except as disclosed in Section 2.5 of the Shareholder's Disclosure Schedule, there are no outstanding warrants, options, preemptive rights, or other rights or securities to purchase or acquire newly issued shares of the Corporation's capital stock. There are no stock appreciation, phantom or similar rights based on the book value or any other attribute of any capital stock of the Corporation.
Capitalization of the Corporation. The authorized capital stock of Ikona consists of 100,000,000 shares of Common Stock, $.00001 par value per share, of which 12,033,306 shares are issued and outstanding. The names of one hundred percent (100%) of the record owners of the issued and outstanding Common Stock are set forth on Exhibit 6.8 hereto. All issued and outstanding shares of Ikona Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All issued and outstanding shares of Ikona have been issued and transferred in compliance with all law, rules and regulations regarding the issuance, distribution and trading of shares and securities in each jurisdiction that Ikona has issued and/or distributed its shares or any of its shareholders has traded its shares since inception. There are no other outstanding rights, options, warrants, subscriptions, calls, convertible securities or agreement of any character or nature under which the Corporation is or may become obligated to issue any shares of its capital stock of any kind, other than those shares indicated in this Section as presently outstanding. There are no voting trusts, stockholder agreements, or other voting arrangements to which the Corporation is a party or, to the Best Knowledge of the Corporation, to which any of the Corporation's stockholders is a party or bound.
Capitalization of the Corporation. (a) Immediately after the Closing, the authorized capital stock of the Corporation shall consist of 4,000,000 shares, of which (i) 3,849,999 shares will be Common Stock, of which (A) 2,510,499 shares will be issued and outstanding, fully paid and nonassessable and (B) 633,923 shares will be reserved for issuance pursuant to the Corporation's 2004 Stock Incentive Plan, (ii) one share will be Class A Common Stock, of which one share will be issued and outstanding, fully paid and nonassessable, and (iii) 150,000 shares of preferred stock, $0.01 par value per share, of which 76,000 shares will be designated as Series A Preferred Stock, 75,188 shares of which will be issued and outstanding, fully paid and nonassessable.
(b) Except as described in Section 2.3(a) and as contemplated by the Stockholders' Agreement, there are no (i) outstanding warrants, options, agreements, convertible securities or other commitments or instruments pursuant to which the Corporation is or may become obligated to issue or sell any shares of its capital stock or other securities or (ii) preemptive or similar rights to purchase or otherwise acquire shares of the capital stock or other securities of the Corporation.
Capitalization of the Corporation. All of the issued and outstanding shares of capital stock of the Corporation have been duly authorized and validly issued, fully paid and are non-assessable.
Capitalization of the Corporation. The authorized capital stock of DCI consists of 10,000,000 shares of Common Stock, $____ par value per share, of which 4,693,878 shares are issued and outstanding and 0 shares of preferred stocks. The names of one hundred percent (100%) of the record owners of the issued and outstanding Common Stock are set forth on Exhibit 9.6 hereto. All issued and outstanding shares of DCI Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, free and clear of any liens, encumbrances, claims of any kind and nature except restrictions against transferability without compliance with applicable federal and state securities laws. There are no other outstanding rights, options, warrants, subscriptions, calls, convertible securities or agreement of any character or nature under which the Corporation is or may become obligated to issue any shares of its capital stock of any kind, other than those shares indicated in this Section as presently outstanding. There are no voting trusts, stockholder agreements, or other voting arrangements to which the Corporation is a party or, to the Best Knowledge of the Corporation, to which any of the Corporation's stockholders is a party or bound.
Capitalization of the Corporation. At the Effective Time, the Corporation shall issue to the Members shares of the Corporation's common stock, par value $0.001 per share (the "Common Stock"), in the amounts set forth on Schedule 1.5 next to the name of each Member in consideration of the interests of each such Member in the Company. Each Member agrees that the issuance as set forth in this Section is in accordance with the Operating Agreement. Upon issuance pursuant to the Conversion, all of the shares of Common Stock will be duly authorized and validly issued, fully paid and non-assessable. Nothing in this Section shall limit or restrict the right of the Corporation from time to time to issue such additional equity securities, including options or other securities exercisable for or convertible or exchangeable into its capital stock, as may be approved by its Board of Directors in accordance with the terms of the Certificate of Incorporation and the By-laws.
